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Business Acquisitions
 12 Months Ended
Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Business Acquisitions Business Acquisitions
The Company uses acquisitions as a strategy to grow its customer base by increasing its presence in new and existing markets, expand and diversify its service offerings, enhance its technology, and acquire skilled personnel.
2024 Acquisitions
The Company completed the following acquisitions during the year ended December 31, 2024, paying the purchase price in cash in each transaction: (a) a purchase of 100% of the equity interest in TDS, acquired on February 5, 2024, a digital gifting and branded payments platform, which is reported within our Technology & Shopping segment; (b) a purchase of 100% of the equity interest in CNET Media, Inc. and certain related entities (“CNET”), acquired on September 12, 2024, a digital media publication platform, which is reported within our Technology & Shopping segment; and (c) two other immaterial acquisitions. The acquisition of TDS is expected to expand our ability to offer innovative shopping solutions to our merchant partners and broaden our capabilities to help facilitate commerce between consumers and some of the market’s most highly visible brands. The acquisition of CNET is expected to allow us to reach a wider audience that is attractive to advertisers in the technology space. Total consideration for all businesses acquired in 2024 was $365.0 million, or $219.0 million, net of cash acquired.
The following table summarizes the allocation of the purchase consideration for the acquisition of TDS and CNET as of December 31, 2024 (in thousands):
Valuation
Assets and Liabilities
TDS
CNET
Cash
$142,957 $— 
Accounts receivable and other current assets (1)
171,290 16,351 
Intangible assets
108,340 101,000 
Goodwill (1)
81,248 36,607 
Deferred tax asset, noncurrent (2)
— 11,412 
Other assets
203 655 
Accounts payable and other current liabilities
(290,161)(3,819)
Deferred tax liability, noncurrent
(25,442)— 
Deferred revenue, noncurrent
— (7,958)
Other noncurrent liabilities
(847)— 
Total
$187,588 $154,248 
(1)The fair value of the assets acquired includes accounts receivable of $170.7 million (including Settlement receivables, net of $166.8 million) for TDS and $15.6 million related to CNET, of which none is expected to be uncollectible. $4.5 million of the goodwill recognized is expected to be deductible for income tax purposes.
(2)Deferred tax asset balance for CNET is presented within ‘Deferred income taxes’ in the ‘Liabilities and Stockholders’ Equity’ section on the Consolidated Balance Sheets.
The amounts assigned to intangible assets by type for all acquisitions during the year ended December 31, 2024 are summarized in the table below (in thousands):
Gross Carrying ValueWeighted Average Estimated Life
Customer relationships$146,215 10 years
Trade names and trademarks27,895 9 years
Other purchased intangibles43,793 5 years
Total gross carrying value$217,903 
The initial accounting for the 2024 acquisitions, excluding TDS, is incomplete due to the timing of available information and is subject to change. As of December 31, 2024, the Company has recorded provisional amounts for certain intangible assets (including customer relationships, trade names, and other purchased intangibles), preliminary acquisition date working capital, and related tax items.
The accompanying Consolidated Statements of Operations reflects the results of operations of the 2024 acquisitions since the date of each respective acquisition.
For the year ended December 31, 2024, the Company recorded $83.2 million of incremental revenue from the businesses acquired during 2024. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide.
Unaudited Pro Forma Financial Information for the 2024 Acquisitions
The following unaudited pro forma information reflects the combined results from these acquisitions had they occurred on January 1, 2023. This information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2023. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.
Years ended December 31,
(in thousands, except per share data)
20242023
(unaudited)
Revenues$1,470,182 $1,521,064 
Net income$49,433 $22,206 
Income per common share from continuing operations - Basic
$1.11 $0.48 
Income per common share from continuing operations - Diluted
$1.11 $0.48 
2023 Acquisitions
The Company completed two immaterial acquisitions during the year ended December 31, 2023, paying the purchase price in cash in each transaction.
The accompanying Consolidated Statements of Operations reflect the results of operations of the 2023 acquisitions since the date of each respective acquisition.
Goodwill recognized associated with these acquisitions during the year ended December 31, 2023 was $6.5 million, all of which is expected to be deductible for income tax purposes. Approximately $7.2 million of definite-lived intangibles were recorded in connection with the acquisitions during the year ended December 31, 2023.
During the year ended December 31, 2023, the Company recorded adjustments to the initial working capital and to the purchase accounting of certain prior period acquisitions due to the finalization of prior period acquisitions in the Health business which resulted in a net decrease in goodwill of $0.1 million.
2022 Acquisitions
The Company completed the following acquisitions during the year ended December 31, 2022, paying the purchase price in cash in each transaction: (a) a purchase of 100% of equity interests of Lifecycle Marketing Group Limited, acquired on January 21, 2022, a portfolio of pregnancy and parenting brands, including Emma’s Diary and Health Professional Academy, reported within the Health & Wellness segment; (b) a purchase of 100% of equity interests of FitNow, Inc., acquired on June 2, 2022, a provider of weight loss products and support, reported within the Health & Wellness segment; and (c) four other immaterial acquisitions.
The accompanying Consolidated Statements of Operations reflect the results of operations of the 2022 acquisitions since the date of each respective acquisition. For the year ended December 31, 2022, these acquisitions contributed $33.0 million to the Company’s revenues. Net income from continuing operations contributed by these acquisitions was not separately identifiable due to the Company’s integration activities and is impracticable to provide. Total consideration for all businesses acquired in 2022 was $151.4 million, or $121.7 million, net of cash acquired.
The following table summarizes the allocation of the purchase consideration for all 2022 acquisitions as of December 31, 2022 (in thousands):
Assets and LiabilitiesValuation
Accounts receivable$7,433 
Prepaid expenses and other current assets4,915 
Property and equipment369 
Operating lease right-of-use assets, noncurrent545 
Trade names12,839 
Customer relationships20,040 
Goodwill (1)
95,737 
Other intangibles18,166 
Other noncurrent assets11 
Accounts payable and accrued expenses(6,221)
Deferred revenue(21,474)
Deferred tax liability(10,140)
Other noncurrent liabilities(516)
Total$121,704 
(1)Goodwill recognized associated with these acquisitions during the year ended December 31, 2022 is $95.7 million, of which $1.2 million is expected to be deductible for income tax purposes.
The fair value of the assets acquired includes accounts receivable of $7.4 million, all of which was expected to be collectible. The Company did not acquire any other classes of receivables as a result of its acquisitions.
Unaudited Pro Forma Financial Information for All 2022 Acquisitions
The following unaudited pro forma information is not necessarily indicative of the Company’s consolidated results of operations in future periods or the results that actually would have been realized had the Company and the acquired businesses been combined companies during the periods presented. These pro forma results are estimates and exclude any savings or synergies that would have resulted from these business acquisitions had they occurred on January 1, 2021. This unaudited pro forma supplemental information includes incremental intangible asset amortization and other charges as a result of the acquisitions, net of the related tax effects.
The supplemental information on an unaudited pro forma financial basis presents the combined results of the Company and its 2022 acquisitions as if each acquisition had occurred on January 1, 2021 (in thousands, except per share amounts):
Year ended
December 31, 2022
(unaudited)
Revenues$1,407,300 
Net income from continuing operations$64,877 
Income per common share from continuing operations - Basic$1.38 
Income per common share from continuing operations - Diluted$1.38 
Deferred Acquisition Payments
As of December 31, 2024, future payments associated with contractual obligations for holdback payments in connection with all business acquisitions are as follows (in thousands):
Fiscal Year:
2025$1,305 
2026363 
$1,668